<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Michigan Heritage Bancorp, Inc.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing
fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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<PAGE> 2
[MICHIGAN HERITAGE BANCORP LOGO]
CORPORATE HEADQUARTERS
21211 Haggerty Road
Novi, Michigan 48375
(248) 380-6590
March 16, 1998
Dear Shareholder:
It is my pleasure to invite you to attend the 1998 Annual Meeting of
Shareholders of Michigan Heritage Bancorp, Inc. on April 16, 1998 at 10:00 a.m.
The meeting will be held at The Novi Hilton, 21111 Haggerty Road, Novi, Michigan
48375.
The following pages contain the formal Notice of the Annual Meeting of
Shareholders and the Proxy Statement. You will want to review this material for
information concerning the business to be conducted at the meeting and the
nominees for election as directors.
Your vote is important. Whether you plan to attend the meeting or not, we
urge you to complete, sign and return your Proxy as soon as possible in the
envelope provided. This will ensure representation of your shares in the event
you are unable to attend. You may, of course, revoke your Proxy and vote in
person at the meeting if you desire.
Sincerely,
Richard Zamojski
Chairman of the Board of Directors
and Chief Executive Officer
<PAGE> 3
MICHIGAN HERITAGE BANCORP, INC.
21211 HAGGERTY ROAD
NOVI, MICHIGAN 48375
PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 16, 1998
SOLICITATION OF PROXIES
This Proxy Statement and the accompanying Proxy are being distributed to
shareholders of Michigan Heritage Bancorp, Inc. (the "Company") in connection
with the solicitation of proxies to be used at the 1998 Annual Meeting of
Shareholders of the Company. The Annual Meeting of Shareholders will be held at
The Novi Hilton, 21111 Haggerty Road, Novi, Michigan 48375, on April 16, 1998 at
10:00 a.m.
The enclosed Proxy is solicited by the Board of Directors of the Company
(the "Board"). This Proxy Statement and the enclosed Proxy were mailed to
shareholders beginning on March 16, 1998.
The Company will pay the entire cost of soliciting proxies. The Company
will arrange with brokerage houses, nominees, custodians and other fiduciaries
to send proxy soliciting materials to beneficial owners of the Common Stock at
the Company's expense. In addition to solicitation by mail, officers and other
employees of the Company may solicit proxies personally, by telephone or by fax.
REVOKING A PROXY
Any person giving a Proxy has the power to revoke it at any time before it
is voted. There are three ways to revoke your Proxy. You may deliver a written
notice of revocation dated after the date of the Proxy to the Secretary of the
Company at or before the Annual Meeting of Shareholders. You may deliver a
later-dated Proxy to the Secretary of the Company at or before the Annual
Meeting of Shareholders. You may attend the Annual Meeting of Shareholders in
person and vote your shares by ballot.
RECORD DATE
The record date for determining shareholders entitled to vote at the Annual
Meeting of Shareholders is February 24, 1998. Each of the 1,150,000 shares of
Common Stock of the Company issued and outstanding on that date is entitled to
one vote on any matter voted on at the Annual Meeting of Shareholders.
Abstention votes and votes withheld by brokers on non-routine proposals in the
absence of instructions from beneficial owners ("broker non-votes") will be
counted as present at the Annual Meeting of Shareholders to determine whether a
quorum exists.
ELECTION OF DIRECTORS
The Company's Bylaws provide that the number of directors, as determined
from time to time by the Board, shall be no less than five and no more than
fifteen. The Board has presently fixed the number of directors at seven. The
Articles of Incorporation provide that the directors shall be divided into three
classes, Class I, Class II and Class III, with each class serving a staggered
three-year term and with the number of directors in each class being as nearly
as equal as possible.
The Board has nominated Anthony S. Albanese and Lewis N. George as Class II
directors for three year terms expiring at the Annual Meeting of Shareholders in
the year 2001 and upon election and qualification of their successors. Each of
the nominees is presently a Class II director of the Company whose term expires
at the 1998 Annual Meeting of Shareholders. The other members of the Board, who
are Class I and Class III directors, will continue in office in accordance with
their previous elections until the expiration of their terms at the Annual
Meetings of Shareholders in 1999 and 2000, as the case may be.
<PAGE> 4
It is the intention of the persons named in the enclosed proxy to vote such
proxy for the election of the two nominees listed herein. The proposed nominees
for election as directors are willing to be elected and serve, but in the event
that any nominee at the time of election is unable to serve or is otherwise
unavailable for election, the Board may select a substitute nominee, and in that
event the persons named in the enclosed proxy intend to vote such proxy for the
person so selected. If a substitute nominee is not so selected, such proxy will
be voted for the election of the remaining nominees. The affirmative vote of a
plurality of the votes cast at the meeting is required for the nominees to be
elected.
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table presents information regarding the beneficial ownership
of the Company's Common Stock as of December 31, 1997, by the nominees for
election as directors of the Company, the directors of the Company whose terms
of office will continue after the Annual Meeting of Shareholders, the executive
officers named in the Summary Compensation Table, and all directors and
executive officers of the Company as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) CLASS
------------------------------------ ----------------------- ----------
<S> <C> <C>
Anthony S. Albanese......................................... 19,900 shs.(5) 1.7%
330 Eaton Drive
Northville, MI 48167
H. Perry Driggs, Jr......................................... 20,000 shs.(2)(3) 1.7%
30915 Timberbrook Lane
Bingham Farms, MI 48025
Lewis N. George............................................. 25,000 shs.(2) 2.2%
5241 North Bay Drive
Orchard Lake, MI 48324
Phillip R. Harrison......................................... 15,000 shs.(2) 1.3%
4792 Split Rail Lane
Brighton, MI 48116
Darryle J. Parker........................................... 5,250 shs.(6) *
5750 Parkside Drive
Monroe, MI 48161
Frank A. Scerbo............................................. 50,000 shs.(3)(4) 4.3%
1144 Brookwood Lane
Birmingham, MI 48009
Philip Sotiroff............................................. 47,500 shs.(2)(3) 4.1%
770 E. Glengarry Circle
Bloomfield Hills, MI 48301
Richard Zamojski............................................ 15,600 shs.(3)(5) 1.4%
11790 Pine Mountain Drive
Brighton, MI 48116
All directors and executive officers of the Company
as a group (8 persons).................................... 198,250 shs. 17.2%
</TABLE>
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* Less than 1.0%
(1) Unless otherwise noted, all shares are owned solely by the person named or
jointly with the person's spouse. Percentages are based on issued and
outstanding shares plus the number of shares that the named person or group
has the right to acquire within 60 days.
(2) Includes 10,000 shares that such person has the right to acquire within 60
days pursuant to the Company's 1997 Stock Option Plan for Nonemployee
Directors.
2
<PAGE> 5
(3) Includes 2,500 shares held by Mr. Driggs' spouse, 5,000 shares held by Mr.
Scerbo's spouse as co-trustee, 5,000 shares held by Mr. Sotiroff's spouse,
and 100 shares held by Mr. Zamojski's minor daughter.
(4) Includes 40,000 shares held by trusts of which Mr. Scerbo is co-trustee and
3,000 shares that Mr. Scerbo has the right to acquire within 60 days
pursuant to the Company's 1997 Stock Option Plan for Nonemployee Directors.
(5) Includes 7,500 shares that such person has the right to acquire within 60
days pursuant to the Company's 1997 Employee Stock Option Plan.
(6) Includes 3,750 shares that such person has the right to acquire within 60
days pursuant to the Company's 1997 Employee Stock Option Plan.
INFORMATION ABOUT DIRECTORS AND NOMINEES AS DIRECTORS
The following information is furnished with respect to each person who is
presently a director of the Company whose term of office will continue after the
Annual Meeting of Shareholders, as well as those persons who have been nominated
for election as a director, each of whom is presently a director of the Company
as well as a director of Michigan Heritage Bank (the "Bank"), which is the
Company's wholly-owned subsidiary.
Nominees For Election as Directors at the 1998 Annual Meeting of Shareholders
<TABLE>
<CAPTION>
YEAR WHEN
HAS SERVED AS PROPOSED TERM OF
NAME, AGE, PRINCIPAL OCCUPATION DIRECTOR SINCE OFFICE EXPIRES
------------------------------- -------------- ----------------
<S> <C> <C>
Anthony S. Albanese, 50..................................... 1996 2001
President and Chief Operating Officer;
Michigan Heritage Bancorp, Inc. and
Michigan Heritage Bank
Lewis N. George, 60......................................... 1996 2001
President; The George Group
(Real Estate Development and Management)
</TABLE>
Directors Whose Terms of Office Continue After the 1998 Annual Meeting of
Shareholders
<TABLE>
<CAPTION>
YEAR WHEN
HAS SERVED AS TERM OF
NAME, AGE, PRINCIPAL OCCUPATION DIRECTOR SINCE OFFICE EXPIRES
------------------------------- -------------- --------------
<S> <C> <C>
Richard Zamojski, 46........................................ 1996 1999
Chairman of the Board and
Chief Executive Officer;
Michigan Heritage Bancorp, Inc. and
Michigan Heritage Bank
H. Perry Driggs, Jr., 61.................................... 1996 1999
President; Great Lakes Capital Corporation
(Investment Banking, Corporate Finance)
Phillip R. Harrison, 43..................................... 1996 2000
President; Harrison Capital Corporation
(Investment Banking)
Frank A. Scerbo, 48......................................... 1997 1999
Vice President; McPhail Corporation
(Automotive Supplier)
Philip Sotiroff, 59......................................... 1996 2000
President; Sotiroff & Abramczyk, P.C.
(Law Firm)
</TABLE>
3
<PAGE> 6
BOARD OF DIRECTORS MEETINGS AND COMMITTEES
The Company has no standing Audit, Compensation or Nominating Committees.
The Board is responsible for reviewing and making recommendations as to its
size and composition, nominating candidates for election as directors, and
filling any vacancies that may occur between annual meetings. The Board will
consider as potential nominees persons recommended by shareholders.
Recommendations should be submitted to the Board in care of Richard Zamojski,
Chairman of the Board. Each recommendation should include a personal biography
of the suggested nominee, an indication of the background or experience that
qualifies such person for consideration, and a statement that such person has
agreed to serve if nominated and elected. Shareholders who themselves wish to
effectively nominate a person for election to the Board, as contrasted with
recommending a potential nominee to the Board for its consideration, are
required to comply with the advance notice and other requirements set forth in
the Company's Bylaws.
During 1997, there were 12 meetings of the Board. All of the Directors
attended at least 75% of the meetings of the Board during 1997.
Original members of the Board who are not employees of the Company or any
of its affiliates ("Nonemployee Directors"), each received an option to purchase
12,000 shares of Common Stock of the Company at the public offering price of $10
per share, pursuant to the Company's 1997 Stock Option Plan for Nonemployee
Directors which was approved on January 15, 1997. Under this Plan, each option
was immediately exercisable for 6,000 shares when granted. Thereafter, as of the
date of each Annual Meeting of Shareholders held in 1997, 1998, and 1999, each
option becomes exercisable for an additional 2,000 shares until it is
exercisable in full. Each option expires seven years after its date of grant.
Nonemployee Directors who are appointed or elected after March 1, 1997, will
receive an option for a lesser number of shares, the number of which will depend
on which annual meeting is the first annual meeting occurring concurrently with,
or after, he or she becomes a Nonemployee Director.
COMPENSATION OF EXECUTIVE OFFICERS
Compensation information is provided only for Richard Zamojski and Anthony
S. Albanese because no other executive officer of the Company had total annual
salary and bonus in excess of $100,000.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
SECURITIES
OTHER ANNUAL RESTRICTED UNDERLYING LTIP ALL OTHER
SALARY BONUS COMPENSATION STOCK AWARDS OPTIONS/SARS PAYOUTS COMPENSATION
NAME YEAR ($)(1) ($) ($) ($) (#) ($) ($)
---- ---- ------ ----- ------------ ------------ ------------ ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Richard Zamojski....... 1997 100,000 1,000 0 0 12,000 0 0
Anthony S. Albanese.... 1997 100,000 1,000 0 0 12,000 0 0
</TABLE>
- -------------------------
(1) Annual rate
OPTION/SAR GRANTS IN LAST FISCAL YEAR
(INDIVIDUAL GRANTS)
<TABLE>
<CAPTION>
NUMBER OF SECURITIES PERCENT OF
UNDERLYING TOTAL OPTIONS/SARS EXERCISE OR
OPTIONS/SARS GRANTED GRANTED TO EMPLOYEES BASE PRICE
NAME (#) IN FISCAL YEAR ($/SH) EXPIRATION DATE
- ---- -------------------- -------------------- ----------- ---------------
<S> <C> <C> <C> <C>
Richard Zamojski............... 12,000 35% $10.00 2007
Anthony S. Albanese............ 12,000 35% $10.00 2007
</TABLE>
4
<PAGE> 7
AGGREGATE OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FY--END OPTION/SAR VALUES
<TABLE>
<CAPTION>
VALUE OF
NUMBER OF SECURITIES UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
SHARES ACQUIRED VALUE REALIZED AT FY-END(#) AT FY-END($)
NAME ON EXERCISE ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE(1)
- ---- --------------- -------------- ------------------------- ----------------------------
<S> <C> <C> <C> <C>
Richard Zamojski...... 0 0 7,500/4,500 $6,562/$3,937
Anthony S. Albanese... 0 0 7,500/4,500 $6,562/$3,937
</TABLE>
- -------------------------
(1) Based on the last trade on December 31, 1997
The Company made no awards to any executive officer or other employee in
the last completed fiscal year under any Long-Term Incentive Plan.
RELATED PARTY TRANSACTIONS
Loans from Organizers. During 1997, certain of the directors and officers
of the Company made loans to the Company to cover organizational expenses. No
interest was paid on the loans and all of the loans were repaid by the Company
from the net proceeds of the Company's initial public offering of Common Stock.
Banking Transactions. It is anticipated that the directors and officers of
the Company and the Bank and the companies with which they are associated may
have banking and other transactions with the Bank in the ordinary course of the
Bank's business. Applicable law and the Bank's policy require that any loans and
commitments to lend to such affiliated persons or entities included in such
transactions or other transactions with such affiliates be made on substantially
the same terms, including interest rates and collateral, as those prevailing at
the time for comparable transactions with unaffiliated parties of similar
creditworthiness, do not involve more than normal risk or present other
unfavorable features to the Bank, and be on terms no less favorable to the Bank
than could be obtained on an arms-length basis from unaffiliated independent
third parties. During 1997, the Bank (a) made a term loan commitment of $150,000
to a corporation of which Mr. Scerbo is a shareholder, director, and officer,
and (b) established a line of credit in the amount of $850,000 with a member of
Mr. Scerbo's immediate family. As of the date hereof, no funding has taken place
on either transaction.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the "1934
Act"), requires the Company's officers, directors, or beneficial owner of more
than 10% of any class of equity securities of the Company, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
(the "SEC"). Officers, directors, and greater than ten percent shareholders are
required by regulations of the SEC to furnish the Company copies of all Section
16(a) forms they file. No such person failed to file on a timely basis reports
required by Section 16(a) during the most recent fiscal year or prior fiscal
years.
INDEPENDENT ACCOUNTANTS
Plante & Moran, LLP has served as independent accountants for the Company
since its inception. Plante & Moran, LLP was selected by the Board to serve as
the Company's independent accountants for the current fiscal year ending
December 31, 1998. It is anticipated that a representative of Plante & Moran,
LLP will be present at the meeting, will have an opportunity to make a
statement, and will respond to appropriate questions.
5
<PAGE> 8
SHAREHOLDER PROPOSALS FOR 1999 ANNUAL MEETING OF SHAREHOLDERS
Shareholder proposals to be presented at the 1999 Annual Meeting of
Shareholders must be received by the Company not later than December 18, 1998,
if they are to be included in the Company's Proxy Statement for that meeting.
Such proposals should be addressed to the Secretary at the Company's executive
offices.
In accordance with the procedures contained in the Company's Bylaws,
shareholder proposals to be presented at the 1999 Annual Meeting of
Shareholders, whether or not included in the Company's Proxy Statement for that
meeting must be received by the Company not less than 60 days prior to the
anniversary of the 1998 Annual Meeting of Shareholders or not later than 10 days
after the day of the public announcement of the date of the meeting.
OTHER MATTERS
At the date of this Proxy Statement, management is not aware of any matters
to be presented for action at the Annual Meeting of Shareholders other than the
matters described in this Proxy Statement. However, if any other matters should
come before the meeting, the persons named in the proxy card intend to vote the
proxy in accordance with their judgment on such matters.
FORM 10-K
Any shareholder who would like to have a copy of the Company's Form 10-K,
as filed with the Securities and Exchange Commission, may obtain it at no charge
by writing to Darryle J. Parker, Secretary, at the Company's Corporate
Headquarters.
By Order of the Board of Directors,
Darryle J. Parker
Secretary
March 16, 1998
6
<PAGE> 9
<TABLE>
<S><C>
WITH-
/X/ PLEASE MARK VOTES REVOCABLE PROXY FOR HOLD ABSTAIN
AS IN THIS EXAMPLE MICHIGAN HERITAGE BANCORP, INC.
1. The election as directors of all nominees listed / / / / / /
ANNUAL MEETING OF STOCKHOLDERS (except as marked to the contrary below):
APRIL 16, 1998
ANTHONY S. ALBANESE AND LEWIS N. GEORGE
The undersigned hereby appoints Richard Zamojski
and Anthony S. Albanese, or either of them, attorneys INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL
and proxies with power of substitution, to vote all NOMINEE, WRITE "FOR ALL EXCEPT" AND WRITE THAT NOMINEE'S NAME
of the Common Stock of the undersigned at the Annual IN THE SPACE PROVIDED BELOW.
Meeting of Shareholders of Michigan Heritage Bancorp, ---------------------------------------------------------------------
Inc. to be held at the Novi Hilton, 21111 Haggerty
Road, Novi, Michigan 48375 on Thursday, April 16, 1998,
at 10 a.m., local time, and at any adjournments
thereof upon the following matters: THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
THE LISTED PROPOSAL.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF
MICHIGAN HERITAGE BANCORP, INC.
The undersigned acknowledges receipt of the Proxy Statement dated
March 16, 1998, and ratifies all that the proxies or either of them or
their substitutes may lawfully do or cause to be done by virtue hereof,
and revokes all former proxies.
Please sign this proxy exactly as your name appears hereon, date it,
and return it in the enclosed envelope. Joint owners should each sign.
If you are signing as guardian, trustee, executor, administrator or
attorney-in-fact, please so indicate. Please also note any address
correction above.
PLEASE BE SURE TO SIGN AND DATE
THIS PROXY IN THE BOX BELOW. DATE
----------------------
- ----------------------------------------------------------
STOCKHOLDER SIGN ABOVE CO-HOLDER (IF ANY) SIGN ABOVE
- -----------------------------------------------------------------------------------------------------------------------------------
DETACH ABOVE CARD, SIGN, DATE AND MAIL IN POSTAGE PAID ENVELOPE PROVIDED.
MICHIGAN HERITAGE BANCORP, INC.
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
</TABLE>
